During this SBIR Phase I project we propose to build and test in phantoms a prototype of an innovative cost-effective Optical Coherence Tomography (OCT) system with a 10X increase in acquisition rate compared to commercially available systems. Further development may add an additional 10X increased acquisition rate for a total of 100X. Current market demand for Mega in-depth profiles (A-scans) per second OCT in biomedical applications is driven by the inability of current 100,000 A-scans/second OCT systems to provide motion free 3-D images and to cover target area within allowable imaging times. Increasing imaging speed to MHz rates also enables functional imaging that is not currently possible. Finally, MHz imaging speed means less suffering for patients and faster exams means less cost for both patients and insurance companies that will lead to wider acceptance of the OCT imaging in biomedical and clinical applications. There are research OCT systems with MHz acquisition rates from two groups: one in Germany and one in Japan. These systems have shown the value through dramatic imaging improvements available with MHz rate OCT. However, these research MHz rate OCT systems are currently too expensive and unstable for commercialization. Furthermore, the designs being implemented do not have a clear development trajectory to commercial viability. Therefore a novel approach to MHz OCT is needed. We believe our design approach combines the needed system performance with a clear path to successful commercialization. Social benefits of this project include the commercialization of a new product with broad biomedical, clinical and industry impact. Improved imaging capabilities has a great potential to improve our quality of life by first, improving the outcome of devastating diseases including blindness, cancer, cardiovascular diseases among others; and secondly, by enabling better quality in pharmacy, coating quality and micro-elements.